Dangers in the East: The Story and Characters"Dwarves had not passed that way for many years, but Gandalf had,
and he knew how evil and danger had grown and thriven in the Wild,
since the Dragons had driven men from the lands..."
- The Hobbit, by J.R.R. Tolkien

As a young Dwarf Prince, Thorin Oakenshield witnessed Smaug's devastating
attack on
Erebor, losing his family, his status and his home in its aftermath. But after
decades in exile,
Thorin's passion to reclaim his lost Kingdom has been rekindled. His destiny has
brought him East
on the path to the Lonely Mountain, traveling with his Company of 12 Dwarves--Balin
(Ken Stott),
Dwalin (Graham McTavish), Fili (Dean O'Gorman), Kili (Aidan Turner), Bofur
(James Nesbitt),
Bombur (Stephen Hunter), Bifur (William Kircher), Oin (John Callen), Gloin
(Peter Hambleton),
Dori (Mark Hadlow), Nori (Jed Brophy) and Ori (Adam Brown)--and a "burglar" in
the form of
the Hobbit Bilbo Baggins, played by Martin Freeman.

Guiding the Company on its journey is the wise and occasionally mischievous
Wizard
Gandalf the Grey, once again embodied by Ian McKellen. "Gandalf is always trying
to control
everything," says the iconic stage and film star. "His critics would call him a
meddler. But he has a
paternal side to his nature and feels protective not only of Bilbo, but of
Thorin, who does need
looking after. Thorin is a Dwarf who has problems. He rarely smiles, and has a
sense of his own
destiny, which can be a bit alarming because it involves putting other people in
danger."

The first film in the Trilogy saw the Company gather in Bag End, Bilbo's cozy
home in
Hobbiton. Embarking on their adventure East, they are targeted by Orcs and Wargs,
fight off
hungry Trolls, and encounter the Wizard Radagast the Brown, who alerts Gandalf
to dark changes in
his beloved forest, now known as the Mirkwood. After an uncomfortable yet
enlightening stay with
the Elves of Rivendell, Bilbo and the Dwarves venture into the Misty Mountains,
where they are
soon caught up in a clash of Stone Giants, chased through the Goblin Tunnels,
savagely attacked by
Orcs, and rescued on the backs of giant Eagles. As the second film begins,
Gandalf, Bilbo, Thorin
and the Company are shaken and exhausted ... but not broken.

Perhaps most changed of all is Bilbo Baggins himself. "I think, as the
journey continues,
Bilbo is able to look at the world a bit more square on," says Martin Freeman of
the Hobbit at the
center of the tale. "He is still the person he was; he is still frightened. He's
not a fighter or
adventurer by nature, but to be among different species that want to kill him or
eat him... it doesn't
need to be said how huge a change that is. And Bilbo finds a bravery that he
didn't know he had,
and, more importantly, that none of the others knew he had."

From his encounter beneath the Goblin Tunnels in the cave of the emaciated
and conniving
creature known as Gollum, Bilbo has emerged with something more than his
courage. He has
managed to steal Gollum's "precious" ring with the power to make its wearer
invisible.

"Bilbo is beginning to have a strange relationship with this gold ring," say
Boyens. "He's
beginning to have a sense that there's something off about it. It's a tough
choice for him to put it
on and disappear, and he takes it off as soon as he can. Having such a great
actor as Martin
Freeman helps you find your way through this idea that this is not just a magic
trinket that turns you
invisible. Not every choice he had to make was a good choice down in those holes
beneath the
mountain."

Bilbo chooses to conceal this new information from Gandalf, and, for McKellen,
Freeman's
portrayal of Bilbo in this moment illustrates the art the actor brings to his
performance. "Martin has
a palette of subtlety, and it's often unpredictable," McKellen observes. "He
doesn't like to do the
same thing twice in front of the camera, so with a multitude of takes, in every
one of those takes,
Martin will give you a different nuance, a different color, a different aspect
of the character he's
playing. You don't know quite what's going to happen next, which makes your
reaction all the more
real. With each take, I discovered something new about Bilbo."

Leading the Company is the Dwarf warrior and King-in-Waiting Thorin
Oakenshield, once
again played by Richard Armitage, who--in spite of being surrounded by his
nephews, Fili and Kili,
his advisor Balin, and the other loyal Dwarves--is in many ways painfully alone.
"I think one of the
defining characteristics of Thorin is his inability to trust," Armitage shares.
"He has inherited a
quest of vengeance from his father, and that burden is quite a lonely thing to
carry. He's a proud
and arrogant character, but his paranoia that he's not a good enough leader
weighs him down. At
the same time, I think that he has the potential to be inspired."

Thorin's insecurity is only deepened by the presence of another leader in
Gandalf, and as
Bilbo's acts of loyalty and courage mount, he finds his trust shifting away from
the Grey Wizard and
toward the Hobbit. Freeman admits, "The friendship between Bilbo and Thorin is
pretty hard won.
Anyone who is sensitive or empathetic, which I think Bilbo is, can see that
Thorin is basically not
very happy, and when you see an unhappy person lashing out, it's not very
attractive, but you also
want to help that person. Bilbo trusts that inside Thorin is a decent Dwarf and
a good man."

Thorin's Quest is anything but simple, and every step they take only seems to
put them on
more dangerous ground. "This solitary Dwarven Quest has attracted unwanted
attention with a
variety of agendas attached to it," Jackson states. "They are tripping wires
every step along the
way."

The Orcs continue to stalk them through the Anduin Valley, riding on the
backs of giant
wolf-like Wargs. Their relentless pursuit leads Gandalf to seek shelter for the
Company within the
home of the mysterious and dangerous Beorn--who can change his skin from a giant
man to an
even larger bear. A creature of contradictions, Beorn can turn from calm to
threatening in the blink
of an eye. "You have got to be very careful which aspect of him you're going to
meet," suggests
McKellen.

While Beorn is no friend to Dwarves, he has greater reason to hate Orcs,
which hunted the
skin-changers to near-extinction. "He's the last of his kind left in
Middle-earth, and is not on
anybody's side," Jackson relates. "He can be enormously dangerous when he
transforms into a bear,
but his heart is gentle and he loves animals. So just how much control he has of
himself when he's a
bear is a question that is, to some degree, unanswered."

To play the complex role, the filmmakers cast Swedish actor Mikael Persbrandt.
"Beorn is a
fantastic character and a very unique creation," Boyens says. "Gandalf
wonderfully describes him as
being 'under no enchantment but his own,' so when we started thinking about how
to make this
character come to life, we thought of the great Northern mythologies, of people
living out in the
Wild. And from the moment we met Mikael, he was our Beorn."

Though his character is dangerous and unpredictable, Persbrandt sees the
pathos in Beorn.
"His human side is not quite human," Persbrandt attests. "He's quite aggressive,
and even in his
human form, he's not like you and me; he's something else. There's something
dark, sad and wild
about him that you can't really understand."

Persbrandt was invited to retain his native accent for the character, and
worked with dialect
coach Leith McPherson make subtle adjustments for the role. "The way he speaks
is slightly
antiquated, shaped in a way that is not casual," McPherson notes. "What Beorn
has to say is
profound; he chooses his words very carefully."

Because of Beorn's affinity with animals, the costume designers wanted him to
wear clothes
without any animal-based fabrics, right down to his canvas boots. Says costume
designer Bob Buck,
"We had to keep everything very simple, but, because he is clever with his
hands, he's got beautifully
carved pieces of wood for a belt-buckle, with its two adjoining ends expressing
his shape-shifting
aspect--on one end is the head of a bear and the other end is the head of a
human."

This duality is also prevalent in his make-up design. Hair and makeup
designer Peter Swords
King and his team devised prosthetics that would give Beorn's face an animal
shape and bear-like
teeth while remaining recognizably human. King sourced horse hair and dyed it
multiple colors to
create a Mohican-style wig that runs all the way down the actor's back on a
spine prosthetic. "His
prosthetic spreads out very wide to suggest that even in his human state, there
are still attributes of a
bear there," King describes. "In a sense, his hackles are always raised, which
suggests how
dangerous and predatory he can be. He is always on the edge of changing, but,
when he does
change into a bear, we'll always recognize the eyes as they are very
distinctive."

Jackson worked with the design team and Weta Digital to ensure that on either
side of his
transformation, there would be no doubt of Beorn's identity. Senior visual
effects supervisor Joe
Letteri notes, "A lot of effort went into translating not only the physical
resemblance, but the
emotion and personality between the human and the bear. We wanted to give him a
mythical,
animal look and also show the age and determination in him, because he's the
last of the skinchangers."

After a night in Beorn's home, the Company is eager to continue East. But a
massive
obstacle still stands in their path--Mirkwood--and to go around the seemingly
infinite forest would
take twice as long. Gandalf can direct them to the safest path forward, but will
not be able to lead
them through. He has other urgent matters in Middle-earth requiring his
attention.

"Gandalf is always on the side of Middle-earth--to alert Middle-earth to
dangers and try to
put them right," McKellen comments. "And he can't be in two places at once, much
as he'd like to
be. What makes Gandalf so interesting is that he's got a twinkle in his eye and
is always ready with a
rather light remark, but he's deadly serious and knows best. He gets impatient
when people don't
immediately do what he thinks is right, but sometimes has to leave them to
discover their own inner
strengths and get on with their task."

Where Gandalf's own quest takes him is part of the expanded universe of The
Hobbit that the
screenwriters mined from the details Tolkien provided in the appendices to The
Lord of the Rings.
Jackson explains, "In the book, Gandalf disappears at various times and where he
goes is not
explained. But, many years later, Tolkien devised ways in which Gandalf's
absence is tied into
events in The Lord of the Rings. In this film, we've been able to retroactively
fill in those gaps, which
was an opportunity that was too good to pass up."

Gandalf believes that the mysterious Necromancer that has risen at the
abandoned fortress
of Dol Guldur is connected to the changes he senses in Middle-earth. The ancient
sword the
Wizard Radagast the Brown, again played by Sylvester McCoy, recovered at the Dol
Guldur does
not belong in this world and only intensifies Gandalf's fears, as revealed in
the first film. "He is
starting to sense the return of a great evil to Middle-earth," Jackson says. "He
believed it was
vanquished many thousands of years earlier, but now he's starting to pick up
clues and signs that
that might not be the case."

Boyens explains that the seeds of Gandalf's mission were set at the meeting
of the White
Council in the first film by the Elf Queen Galadriel, played by Cate Blanchett.
"Galadriel said to
him, 'Something moves in the shadows, something hidden from our sight. It will
not show itself.'
That very important insight she has is about how certain atrocities can exist in
the world and how
evil can rise unnoticed. It was true when Professor Tolkien was writing these
stories, and it is true
now."

Dol Guldur stands at the southern end of the Mirkwood, and the tide of evil
has washed
into the forest and contaminated it. Once called Greenwood the Great, the forest
has become
diseased and is now a dark and treacherous trap for any travelers that wander
into it--which Thorin
and the Dwarves have the misfortune of learning first-hand despite being so
close to their goal.

Boyens notes, "There is a strong sense that the old forest has a will of its
own. An evil lies upon it
now that leads you astray."

Its toxic environment clouds their minds and lowers their guard. "Once you
leave the path
in Mirkwood, it's possible that you may never find your way out again, and you
probably won't
survive very long anyway," Jackson states. "There are things in that forest that
are the stuff of
nightmares, certainly my nightmares."

In the dense tangle of trees, the Dwarves become easy prey for the Giant
Spiders infesting
the wood. They are fast, voracious creatures with large mandibles and sharp
fangs, but Bilbo has his
sword and makes the Spiders feel its sting. "Great Spiders attacking you can be
viscerally disgusting,
if you're of that mind," Freeman comments. "But, at that point, it's literally
kill or be killed, and he's
doing it to save his fellows. I call what he does pretty brave, really. There's
something visceral
about spiders, and they will, I hope, be pretty scary for the audience. They
certainly are to me."
But Mirkwood holds even greater dangers for Dwarves...